Exhibit 5(a)
[LETTERHEAD OF VENABLE LLP]
January 13, 2009
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Huntington Bancshares Incorporated, a Maryland
corporation (the “Company”), in connection with certain matters of Maryland law arising out of the
registration by the Company of securities (collectively, the “Securities”) consisting of: (a)
shares of common stock, $0.01 par value per share, of the Company (“Common Shares”); (b) shares of
serial preferred stock, $0.01 par value per share, of the Company (“Preferred Shares”); (c) debt
securities of the Company (“Debt Securities”); (d) junior subordinated debt securities of the
Company (“Junior Subordinated Debt Securities”); (e) warrants to purchase Common Shares, Preferred
Shares or Depositary Shares (“Warrants”); (f) stock purchase contracts for Preferred Shares (“Stock
Purchase Contracts”); (g) unconditional and irrevocable guarantees of payment by the Company
(“Payment Guarantees”); (h) guarantees by the Company of normal, stripped and capital securities of
Huntington Capital IV, Huntington Capital V and Huntington Capital VI, each a Delaware statutory
trust (“Trust Guarantees” and, together with the Payment Guarantees, “Guarantees”); and (i)
depositary shares representing fractional interests in Preferred Shares (“Depositary Shares”), each
covered by the Registration Statement on Form S-3, and all amendments thereto (the “Registration
Statement”), as filed with the United States Securities and Exchange Commission (the “Commission”)
by the Company on or about the date hereof under the Securities Act of 1933, as amended (the “1933
Act”). Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
“Documents”):
1. The charter of the Company (the “Charter”), certified by the State Department of
Assessments and Taxation of Maryland (the “SDAT”);
2. The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of
the Company;
3. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
4. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the
registration of the Securities (the “Resolutions”), certified as of the date hereof by an officer
of the Company;
5. A certificate executed by an officer of the Company, dated as of the date hereof;
6. The Registration Statement and the related form of prospectus included therein in the form
in which it was transmitted to the Commission under the 1933 Act; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
party’s obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. The issuance, and certain terms, of the Securities to be issued by the Company from time to
time will be authorized and approved by the Board, or a duly authorized
committee thereof, in accordance with the Maryland General Corporation Law, the Charter, the
Bylaws, the Registration Statement and the Resolutions and, with respect to Preferred Shares,
Articles Supplementary setting forth the number of shares and the terms of any class or series of
Preferred Shares to be issued by the Company will be filed with and accepted for record by the SDAT
prior to their issuance (such approvals and, if applicable, acceptance for record, referred to
herein as the “Corporate Proceedings”).
6. Upon the issuance of any Securities that are Common Shares, including Common Shares which
may be issued upon conversion or exercise of any other Securities convertible into or exercisable
for Common Shares, the total number of Common Shares issued and outstanding will not exceed the
total number of Common Shares that the Company is then authorized to issue under the Charter.
7. Upon the issuance of any Securities that are Preferred Shares, including (a) Preferred
Shares which may be issued upon conversion or exercise of any other Securities convertible into or
exercisable for Preferred Shares and (b) Preferred Shares represented by Depositary Shares, the
total number of Preferred Shares issued and outstanding, and the total number of issued and
outstanding shares of the applicable class or series of Preferred Shares designated pursuant to the
Charter, will not exceed the total number of Preferred Shares or the number of shares of such class
or series of Preferred Shares that the Company is then authorized to issue under the Charter.
8. Any Securities convertible into or exercisable for any other Securities will be duly
converted or exercised in accordance with their terms.
Huntington Bancshares Incorporated
January 13, 2009
Page 2
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws
of the State of Maryland and is in good standing with the SDAT.
2. Upon the completion of all Corporate Proceedings relating to the Common Shares, the
issuance of the Common Shares will be duly authorized and, when and if issued and delivered against
payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate
Proceedings, the Common Shares will be validly issued, fully paid and nonassessable.
3. Upon the completion of all Corporate Proceedings relating to the Preferred Shares, the
issuance of the Preferred Shares will be duly authorized and, when and if issued and delivered
against payment therefor in accordance with the Registration Statement, the
Resolutions and the Corporate Proceedings, the Preferred Shares will be validly issued, fully
paid and nonassessable.
4. Upon the completion of all Corporate Proceedings relating to the Debt Securities, the
issuance of the Debt Securities will be duly authorized.
5. Upon the completion of all Corporate Proceedings relating to the Junior Subordinated Debt
Securities, the issuance of the Junior Subordinated Debt Securities will be duly authorized.
6. Upon the completion of all Corporate Proceedings relating to the Warrants, the issuance of
the Warrants will be duly authorized.
7. Upon the completion of all Corporate Proceedings relating to the Stock Purchase Contracts,
the issuance of the Stock Purchase Contracts will be duly authorized.
8. Upon the completion of all Corporate Proceedings relating to the Guarantees, the issuance
of the Guarantees will be duly authorized.
9. Upon the completion of all Corporate Proceedings relating to the Depositary Shares, the
issuance of the Depositary Shares will be duly authorized.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to the applicability or
effect of any federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by the laws of any
jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The
opinion expressed herein is subject to the effect of any judicial decision which may permit the
introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act.
Very
truly yours,
/s/ Venable LLP